Swan.my.id - Jakarta, Indonesia Stock Exchange demutualization is now supported by OJK Regulation No. 13 of 2026 on Stock Exchange Shareholders. The regulation expands share ownership beyond Stock Exchange Members.
The Financial Services Authority, or OJK, issued the regulation to implement Article 8 paragraph (5) of Law No. 4 of 2026, which amended Law No. 4 of 2023 on Financial Sector Development and Strengthening.
Under the new framework, shares in the Stock Exchange may be owned by Indonesian individuals and legal entities, whether or not they hold Stock Exchange Member status.
Indonesia Stock Exchange Demutualization Sets a 5% Limit
One of the main provisions limits each individual or legal entity to a maximum direct or indirect ownership of 5% of the total shares issued by the Stock Exchange.
However, ownership above 5% remains possible with prior OJK approval. The proposed ownership must provide added value for the Stock Exchange, including stronger capital, improved trading infrastructure technology, better connectivity, greater liquidity access, or deeper markets.
OJK will process applications for ownership above 5% within a maximum of 20 working days after the application documents are declared complete. During the review, OJK may request clarification, presentations, on-site inspections, or additional documents.
The regulation also prohibits any party from controlling a majority stake in the Stock Exchange. The restriction applies to direct, indirect, and affiliated ownership.
Government Institutions May Become Shareholders
POJK 13/2026 allows the Ministry of Finance, Bank Indonesia, and the Indonesia Endowment Fund for Education Investment Authority, known as BPI Danantara, to become Stock Exchange shareholders in accordance with applicable laws and regulations.
Such ownership must continue to respect the Stock Exchange’s independence. These institutions may also appoint other parties as shareholders, subject to the prevailing requirements.
A shareholder that is also a Clearing Member may transfer its shares to the Clearing and Settlement Institution as collateral for securities transactions.
Share Ownership Separated from Exchange Membership
The demutualization framework clearly separates share ownership from Stock Exchange membership. Owning Stock Exchange shares does not automatically grant Stock Exchange Member status. Conversely, becoming a Stock Exchange Member is not a requirement for owning shares, provided the ownership rules are met.
Trading Access Rights remain available only to Stock Exchange Members that fulfill the requirements. Access must be granted independently, transparently, fairly, and without discriminatory tariffs. Stock Exchange Members are prohibited from transferring or granting those rights to other parties.
Governance and OJK Supervisory Powers
The Stock Exchange must appoint a director responsible for regulatory functions. These functions include listing and delisting, trading, clearing, settlement, membership, risk management, and compliance.
Stock Exchange shares will be registered shares with equal nominal value and voting rights. Each share will carry one vote. The Stock Exchange may issue more than one share classification with different voting rights or attached rights, but the arrangement requires OJK approval and must appear in the articles of association.
OJK also has authority to prevent ownership concentration. In certain circumstances, it may order the transfer of shares or revoke a shareholder’s voting rights, including when a shareholder is declared bankrupt, receives a serious legal sanction, or creates dominance or concentration of ownership.
Violations involving share classifications, shareholder functions, ownership limits, majority-control restrictions, or Trading Access Rights may result in administrative sanctions. These can include written warnings, fines, activity restrictions or suspensions, revocation of business licenses, cancellation of approvals or registrations, and revocation of individual licenses.
